The Companies Act 2014 was signed into law on 23 December 2014 and commences on 1 June 2015. The Act consolidates the existing 17 Companies Acts, which date from 1963 to 2013, into one Act and it also introduces a number of reforms, which are designed to make it easier to operate a company in Ireland. Set out across 25 Parts, to ease the accessibility of the law for each different company type, the Act contains 1,448 sections, and 17 Schedules.

For the private company limited by shares, the Act contains a number of significant reforms:

It will now be possible for such a company to have only one director – there will no longer be a requirement to have a second director (however where there is only one Director that person cannot also be the Company Secretary).

Every director (and Company Secretary) must be aged 18 or over.

The company will not be required to hold a “physical” AGM

The company will be permitted to have a one-document constitution.

The company will no longer be required to have an objects clause, setting out what the company does and does not have capacity to do – the company will now have the same legal capacity as a natural person.

The new “summary approval procedure” will allow companies to carry out certain activities by means of a directors’ declaration and a shareholders’ resolution, for activities which under the current law would require High Court approval (for example, certain transactions with directors, capital reductions, and solvent windings-up)

Private companies will be able, for the first time, to engage in mergers and divisions (under the current law, there is no facility for two Irish private companies to merge).

Directors’ duties have been codified in the Act, thereby making the law in this area more transparent and accessible. Currently many of the legal and equitable duties of directors are set out over more than 150 years of case-law.

Companies can now file their annual returns online (in full) and this will create efficiencies and reduce costs for all businesses

The directors of a company shall have a duty to ensure that the person appointed as secretary has the skills or resources necessary to discharge his or her statutory and other duties. This will mean in some cases that a Company will appoint an external party to act as the Company Secretary or the Company Secretary will outsource the maintenance of the records to a suitably skilled external party. (Note : Williams Merrigan can provide assistance to Company Secretaries to discharge their duties).

There is a 18 month transition period from the commencement of the Act to allow existing private companies limited by shares to convert. During the transition period all companies will be treated as DACs, unless they have re-registered as an LTD. At the end of the transition period, all companies who have not converted to DACs will be deemed to be LTDs. The company will be treated as having a constitution comprising the existing memorandum and articles of association with the objects clause and any clause restricting the amendment of the memorandum and articles of association. Any references to old legislation and Table A will remain. To avoid such confusion a LTD should consider adopting a new constitution that is more suited to the company's requirements. Alternatively the LTD company could convert to a DAC.

Directors Loans

These must now be documented with significant implications if they are not.

Under the Act a resolution may be passed where it is signed by more than 50% of the voting rights (ordinary resolution) and more than 75% of the voting rights (special resolution). Previously a written resolution could only be passed unanimously.

Unless there are substantial reasons to not do so, with these reasons being disclosed in the notes to the financial statements, parent companies and subsidiaries should have the same year end.

A company’s first financial year is the period beginning with the date of its incorporation and ending on a date no more than 18 months after that date. Each subsequent financial year of a company begins with the day immediately after its previous financial year end date and, subject to below, continues for

(a) 12 months

(b) such other period, not being more than 7 days shorter or longer than 12 months, as the directors may determine to its next financial year end date.

Changes to the financial year end of the company can only be done once every five years and notified to the CRO.

Our website contains selective summaries and do not purport to be a comprehensive analysis of the Companies Act 2014 legislation.

No responsibility is accepted for any loss arising for actions taken or not taken as a result of material contained on our website.

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